Attached files
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| EX-99.1 - GENEREX BIOTECHNOLOGY CORP | v199177_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): October 12, 2010
GENEREX
BIOTECHNOLOGY CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-29169
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98-0178636
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S
Employer Identification No.)
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33
Harbour Square, Suite 202, Toronto, Ontario Canada
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M5J
2G2
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (416) 364-2551
N/A
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01 Regulation FD Disclosure.
On
October 12, 2010 at 10:00 a.m. Eastern time, Generex Biotechnology Corporation
(“Generex”) hosted a conference call to discuss (i) Generex’s entry into a
agreement on October 8, 2010 with Global Medical Direct, LLC, a Kansas limited
liability company (“GMD”), and all of the members of GMD, pursuant to which
Generex will acquire fifty-one percent (51%) the issued and outstanding equity
interests of GMD, and (ii) Generex’s development activities. The
transcript of the conference call is furnished as Exhibit 99.1 to this
report.
The
foregoing information in Item 7.01 of this Current Report on Form 8-K,
together with the transcript of the conference call attached hereto as
Exhibit 99.1, is being furnished pursuant to this Item 7.01 and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, and it shall not be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or under
the Exchange Act, whether made before or after the date hereof, except as
expressly set forth by specific reference in such filing to Item 7.01 of
this Current Report on Form 8-K.
By filing
this Current Report on Form 8-K and furnishing this information, Generex makes
no admission as to the materiality of Item 7.01 in this report or the
transcript of the conference call attached hereto as Exhibit 99.1. The
information contained in the transcript of the conference call is summary
information that is intended to be considered in the context of Generex’s
filings with the SEC and other public announcements that Generex makes, by press
release or otherwise, from time to time. Generex undertakes no duty or
obligation to publicly update or revise the information contained in this
report, although it may do so from time to time as its management believes is
appropriate. Any such updating may be made through the filing of other reports
or documents with the SEC, through press releases or through other public
disclosure.
Forward-Looking
Statements
Statements
in this report may contain certain forward-looking statements. All statements
included concerning activities, events or developments that the Generex expects,
believes or anticipates will or may occur in the future are forward-looking
statements. Actual results could differ materially from the results discussed in
the forward-looking statements. Forward-looking statements are based on current
expectations and projections about future events and involve known and unknown
risks, uncertainties and other factors that may cause actual results and
performance to be materially different from any future results or performance
expressed or implied by forward-looking statements. Such risks and
uncertainties include the risks that: (1) Generex will not obtain the
stockholder approval of the reverse stock split; (2) the reverse stock split, if
implemented, will fail to have the desired effect of sufficiently raising the
common stock price to meet The NASDAQ Capital Market's $1.00 minimum bid price
requirement for continued listing of Generex’s stock; (3) the conditions to the
closing of the acquisition of Global Medical Direct, LLC will not be satisfied;
and (4) the anticipated benefits of the proposed right offering to stockholders
will not be realized. Known risks and uncertainties also include
those identified from time to time in the reports filed by Generex with the
Securities and Exchange Commission, which should be considered together with any
forward-looking statement. No forward-looking statement is a
guarantee of future results or events, and one should avoid placing undue
reliance on such statements. Generex undertakes no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. Generex cannot be sure when
or if it will be permitted by regulatory agencies to undertake additional
clinical trials or to commence any particular phase of clinical
trials. Because of this, statements regarding the expected timing of
clinical trials or ultimate regulatory approval cannot be regarded as actual
predictions of when Generex will obtain regulatory approval for any “phase” of
clinical trials or when it will obtain ultimate regulatory approval by a
particular regulatory agency. Generex claims the protection of the
safe harbor for forward-looking statements that is contained in the Private
Securities Litigation Reform Act. Additional information on these and
other risks, uncertainties and factors is included in the Company’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and other documents filed with the SEC.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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99.1
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Script
of Generex Biotechnology Corporation’s conference call on October 12, 2010
and transcript of related question and answer
session.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GENEREX
BIOTECHNOLOGY CORPORATION
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Date:
October 15, 2010
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/s/ Rose C. Perri
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Chief
Operating Officer and Chief Financial Officer
(principal
financial officer)
/s/ John P. Barratt
John
P. Barratt
Chairman
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Script
of Generex Biotechnology Corporation’s conference call on October 12, 2010
and transcript of related question and answer
session.
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